Exhibit 4.5


 


DESCRIPTION OF REGISTRANT’S SECURITIES


 


The following summary of the material terms of the securities
of Kismet Acquisition Two Corp. is not intended to be a complete summary of the rights and preferences of such securities and is subject
to and qualified by reference to our amended and restated memorandum and articles of association incorporated by reference as an exhibit
to the Annual Report on Form 10-K of which this Exhibit 4.5 is a part, and applicable Cayman Islands law. We urge you to read our amended
and restated memorandum and articles of association in their entirety for a complete description of the rights and preferences of our
securities.


 


In this document, unless the context otherwise requires,
references to:


 


		●	“we,” “us,” “company” or “our
company” are to Kismet Acquisition Two Corp., a Cayman Islands exempted company;



 


		●	“Class A ordinary shares” are to our Class A ordinary
shares of par value $0.001 per share in the share capital of the company;



 


		●	“Class B ordinary shares” are to our Class B ordinary
shares of par value $0.001 per share in the share capital of the company;



 


		●	“Companies Law” are to the Companies Law (2021 Revision) of
the Cayman Islands, as the same may be amended from time to time;



 


		●	“forward purchase agreement” are to an agreement providing
for the sale of forward purchase units to our sponsor in a private placement to occur concurrently with the closing of our initial business
combination;



 


		●	“forward purchase securities” are to the forward purchase
units, the forward purchase shares and the forward purchase warrants;



 


		●	“forward purchase shares” are to Class A ordinary shares
underlying the forward purchase units and the forward purchase warrants;



 


		●	“forward purchase units” are to the units to be sold pursuant
to the forward purchase agreement;



 


		●	“forward purchase warrants” are to warrants to purchase Class A
ordinary shares underlying the forward purchase units;



 


		●	“founder shares” refer to our Class B ordinary shares
initially purchased by our sponsor in a private placement prior to our initial public offering and the Class A ordinary
shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination
(for the avoidance of doubt, such shares of our Class A ordinary shares will not be “public shares”);



 


		●	“management” or our “management team” are to our
executive officers and directors;



 


		●	“ordinary shares” are to our Class A ordinary shares
and our Class B ordinary shares;



 


		●	“private placement warrants” are to the warrants sold to our
sponsor in a private placement simultaneously with the closing of our initial public offering;



 


		●	“public shares” and “public warrants” refer to
the Class A ordinary shares and warrants which were sold as part of the units in our initial public offering (whether they were purchased
in the initial public offering or thereafter in the open market);



 






     


     


    

 


		●	“public shareholders” and “public warrant holders”
refer to the holders of our public shares and public warrants, including our sponsor and management team to the extent they purchase public
shares or public warrants, provided that their status as “public shareholders” and “public warrant holders” shall
exist only with respect to such public shares or public warrants; and



 


		●	“sponsor” is to Kismet Sponsor Limited, a British Virgin Islands
company.



 


General


 


We are a Cayman Islands exempted company and our affairs
are governed by our amended and restated memorandum and articles of association, the Companies Law and the common law of the Cayman Islands.
Pursuant to our amended and restated memorandum and articles of association we are authorized to issue 200,000,000 Class A ordinary
shares and 10,000,000 Class B ordinary shares.


 


Units


 


Each unit consists of one Class A ordinary share and
one-third of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per
share, subject to adjustment. Our units began trading on February 18, 2021 on the Nasdaq Capital Market (“Nasdaq”) under the
symbol “KAIIU.” Commencing on April 12, 2021, the Class A ordinary shares and warrants comprising the units began separate
trading on Nasdaq under the symbols “KAII” and “KAIIW,” respectively. Those units not separated continue to trade
on Nasdaq under the symbol “KAIIU.”


 


Ordinary Shares


 


Ordinary shareholders of record are entitled to one
vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary
shares vote together as a single class on all matters submitted to a vote of our shareholders except as required by law. Unless specified
in our amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Law or applicable
stock exchange rules, the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present
in person or represented by proxy at a general meeting of the company and entitled to vote is required to approve any such matter voted
on by our shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, being (i) the affirmative
vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or
represented by proxy at a general meeting of the company and entitled to vote on such matter or (ii) a unanimous written resolution of
the shareholders; such actions include amending our amended and restated memorandum and articles of association and approving a statutory
merger or consolidation with another company.


 


Our board of directors is divided into three classes,
each of which generally serves for a term of three years with only one class of directors being elected in each year. There is no cumulative
voting with respect to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment
of directors can elect all of the directors. Our shareholders are entitled to receive ratable dividends when, as and if declared by the
board of directors out of funds legally available therefor. Under our amended and restated memorandum and articles of association, a director
may not be removed from office by a resolution of our shareholders prior to the consummation of our initial business combination.


 


Because our amended and restated memorandum and articles
of association authorize the issuance of up to 200,000,000 Class A ordinary shares, if we were to enter into a business combination, we
may (depending on the terms of such a business combination) be required to increase the number of Class A ordinary shares which we will
be authorized to issue at the same time as our shareholders vote on the business combination to the extent we seek shareholder approval
in connection with our initial business combination.


 


In accordance with Nasdaq corporate governance requirements,
we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. There is
no requirement under the Companies Law for us to hold annual or extraordinary general meetings or appoint directors. We may not hold an
annual general meeting to appoint new directors prior to the completion of our initial business combination. Prior to the completion of
an initial business combination, the directors may by resolution appoint a replacement director to fill a casual vacancy arising on the
resignation, disqualification or death of a director. Under our amended and restated memorandum and articles of association, a director
may not be removed from office by a resolution of our shareholders prior to the consummation of our initial business combination.


 






    2


     


    

 


We will provide our shareholders with the opportunity
to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial
business combination including interest earned on the funds held in the trust account and not previously released to us to pay our taxes,
if any, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust
account was initially $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares
will not be reduced by the deferred underwriting commissions we will pay to the underwriter. Our sponsor, officers and directors have
entered into respective letter agreements with us, pursuant to which our sponsor has agreed to waive its redemption rights with respect
to its founder shares, and our sponsor, officers and directors have agreed to waive their redemption rights with respect to any public
shares they may acquire during or after our initial public offering, in connection with the completion of our initial business combination.


 


Unlike many blank check companies that hold shareholder
votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public
shares for cash upon completion of such initial business combinations even when a vote is not required by law, if a shareholder vote is
not required by law and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended
and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender
offer documents with the SEC prior to completing our initial business combination. Our amended and restated memorandum and articles of
association requires these tender offer documents to contain substantially the same financial and other information about the initial
business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a shareholder approval of
the transaction is required by law, or we decide to obtain shareholder approval for business or other legal reasons, we will, like many
blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant


to the proxy rules and not pursuant to the tender offer rules. If we seek
shareholder approval, we will complete our initial business combination only if we obtain an ordinary resolution under Cayman Islands
law, being (i) the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person
or represented by proxy at a general meeting of the company and entitled to vote on such matter or (ii) a unanimous written resolution
of the shareholders. However, the participation of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions,
if any, could result in the approval of our initial business combination even if a majority of our public shareholders vote, or indicate
their intention to vote, against such business combination. For purposes of seeking approval of the majority of our outstanding ordinary
shares, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. We intend to
give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting,
if required, at which a vote shall be taken to approve our initial business combination.


 


If we seek shareholder approval of our initial business
combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules,
our amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such
shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13
of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the shares sold in
our initial public offering, which we refer to as the Excess Shares. However, we would not be restricting our shareholders’ ability
to vote all of their shares (including Excess Shares) for or against our initial business combination. Our shareholders’ inability
to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such shareholders
could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such shareholders will
not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And, as a result,
such shareholders will continue to hold that number of shares exceeding 20% and, in order to dispose such shares would be required to
sell their shares in open market transactions, potentially at a loss.


 


If we seek shareholder approval in connection with our
initial business combination, our sponsor has agreed to vote its founder shares and any public shares purchased during or after our initial
public offering in favor of our initial business combination. Additionally, each public shareholder may elect to redeem their public shares
irrespective of whether they vote for or against the proposed transaction.


 






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Pursuant to our amended and restated memorandum and
articles of association, if we are unable to complete our initial business combination by February 22, 2023, we will (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter
subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released
to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive
further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii),
to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our sponsor
has entered into a letter agreement with us, pursuant to which it has agreed to waive its rights to liquidating distributions from the
trust account with respect to its founder shares if we fail to complete our initial business combination by February 22, 2023. However,
if our sponsor acquires public shares in or after our initial public offering, it will be entitled to liquidating distributions from the
trust account with respect to such public shares if we fail to complete our initial business combination within the prescribed time period.


 


In the event of a liquidation, dissolution or winding
up of the company after an initial business combination, our shareholders are entitled to share ratably in all assets remaining available
for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over
the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable
to the ordinary shares, except that we will provide our shareholders with the redemption rights set forth above.


 


Founder Shares


 


The founder shares are designated as Class B ordinary
shares and, except as described below, are identical to the Class A ordinary shares included in the units that were sold in our initial
public offering, and the holder of founder shares has the same shareholder rights as public shareholders, except that (i) the founder
shares are subject to certain transfer restrictions, as described in more detail below, and (ii) our sponsor has entered into a letter
agreement with us, pursuant to which it has agreed (A) to waive its redemption rights with respect to its founder shares and public
shares in connection with the completion of our initial business combination and (B) to waive its rights to liquidating distributions
from the trust account with respect to its founder shares if we fail to complete our initial business combination by February 22, 2022,
although it will be entitled to liquidating distributions from the trust account with respect to any public shares it holds if we fail
to complete our initial business combination within such time period, (iii) the founder shares will automatically convert into our Class A
ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein; and
(iv) the founder shares are entitled to registration rights. If we submit our initial business combination to our public shareholders
for a vote, our sponsor has agreed to vote its founder shares and any public shares purchased during or after our initial public offering
in favor of our initial business combination. In addition, our officers and directors have agreed to (i) waive their redemption rights
with respect to their public shares purchased during or after our initial public offering in connection with the completion of our initial
business combination and (ii) vote any public shares owned by them immediately before our initial public offering as well as any
public shares acquired in our initial public offering or in the aftermarket in favor of our initial business combination.


 


The founder shares will automatically convert into Class
A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to
liquidating distributions from the trust account if we fail to consummate an initial business combination) at the time of our initial
business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable
upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number
of our ordinary shares issued and outstanding upon completion of our initial public offering, plus (ii) the total number of Class
A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein)
or rights issued or deemed issued by the Company in connection with or in relation to the completion of the initial business combination
(including the forward purchase shares, but not the forward purchase warrants), excluding any Class A ordinary shares or equity-linked securities
exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business
combination and any private placement warrants issued to our sponsor or any of its affiliates or any member of our management team upon
conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption
of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B
ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.


 






    4


     


    

 


Our sponsor has agreed not to transfer, assign or sell
any of the founder shares (except to certain permitted transferees as described below) until the earlier of (x) one year after the
date of the completion of our initial business combination or earlier if, subsequent to our initial business combination, the last reported
sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations
and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial
business combination, or (y) we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results
in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. The founder shares
are identical to the Class A ordinary shares included in the units that were sold in our initial public offering, except as described
herein. However, the holder has agreed (A) to vote any shares owned by it in favor of any proposed business combination and (B) not
to redeem any shares in connection with a shareholder vote or tender offer to approve or in connection with a proposed initial business
combination.


 


Register of Members


 


Under Cayman Islands law, we must keep a register of
members and there shall be entered therein:


 


		●	the names and addresses of the members of the company, a
statement of the shares held by each member, which:



 


	 	 	●	distinguishes each share by its number (so long as the share has a number);
	 	 	 	 
	 	 	●	confirms the amount paid, or agreed to be considered as paid, on the shares of each member;
	 	 	 	 
	 	 	●	confirms the number and category of shares held by each member; and
	 	 	 	 
	 	 	●	confirms whether each relevant category of shares held by a member carries voting rights under the articles of association of the company, and if so, whether such voting rights are conditional;



 





		●	the date on which the name of any person was entered on the
register as a member; and



		 	 



		●	the date on which any person ceased to be a member.



 


For these purposes, “voting rights” means
rights conferred on shareholders in respect of their shares to vote at general meetings of the company on all or substantially all matters.
A voting right is conditional where the voting right arises only in certain circumstances.


 


Under Cayman Islands law, the register of members of
our company is prima facie evidence of the matters set out therein (i.e., the register of members will raise a presumption of fact
on the matters referred to above unless rebutted) and a member registered in the register of members will be deemed as a matter of Cayman
Islands law to have legal title to the shares as set against its name in the register of members. Upon the closing of our initial public
public offering, the register of members was immediately updated to reflect the issue of shares by us. Once our register of members has
been updated, the shareholders recorded in the register of members are deemed to have legal title to the shares set against their name.
However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether
the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register
of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal
position. If an application for an order for rectification of the register of members were made in respect of our ordinary shares, then
the validity of such shares may be subject to re-examination by a Cayman Islands court.


 






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Warrants


 


Public Warrants and Forward Purchase Warrants


 


Each whole warrant entitles the registered holder
to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing
on the later of February 22, 2022 or 30 days after the completion of our initial business combination. Pursuant to the warrant agreement,
a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means that only a whole warrant may
be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole
warrants will trade. Accordingly, unless you purchased at least three units, you will not be able to receive or trade a whole warrant.
The warrants will expire five years after the date on which they first became exercisable, at 5:00 p.m., New York City time,
or earlier upon redemption or liquidation.


 


We will not be obligated to deliver any Class A ordinary
shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement
under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating
thereto is current, subject to our satisfying our obligations described below with respect to registration, or a valid exemption from
registration is available. No warrant will be exercisable and we will not be obligated to issue Class A ordinary shares upon exercise
of a warrant unless the Class A ordinary shares issuable upon such warrant exercise have been registered, qualified or deemed to be exempt
under the securities laws of the state of residence of the registered


holder of the warrants. In the event that the conditions in the two immediately
preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant
and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event
that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid
the full purchase price for the unit solely for the Class A ordinary share underlying such unit.


 


We have agreed that as soon as practicable, but in no
event later than 15 business days, after the closing of our initial business combination, we will use our commercially reasonable efforts
to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable
upon exercise of the warrants. We will use our commercially reasonable efforts to cause the same to become effective and to maintain the
effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants
in accordance with the provisions of the warrant agreement. Notwithstanding the above, if our Class A ordinary shares are at the time
of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security”
under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants
to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect,
we will not be required to file or maintain in effect a registration statement or register or qualify the shares under applicable blue
sky laws to the extent an exemption is available. In such event, each holder would pay the exercise price by surrendering each such warrant
for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number
of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” less the exercise
price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the volume weighted average
price of our Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise
is received by the warrant agent.


 


Redemption of warrants when the price per Class A
ordinary share equals or exceeds $18.00.  Once the warrants become exercisable, we may redeem the outstanding
warrants (except as described herein with respect to the private placement warrants):


 


		●	in whole and not in part;



		 	 



		●	at a price of $0.01 per warrant;



		 	 



		●	upon not less than 30 days’ prior written notice
of redemption to each warrant holder; and



		 	 



		●	if, and only if, the last reported sale price of the Class
A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the
exercise price of



		 	 



		●	a warrant as described under the heading “— Warrants
— Public Warrants and Forward Purchase Warrants — Anti-dilution Adjustments”) for any 20 trading days within a
30-trading day period ending three business days before we send the notice of redemption to the warrant holders (which we refer
to as the “Reference Value”).



 






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We will not redeem the warrants as described above unless
a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants
is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption
period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify
the underlying securities for sale under all applicable state securities laws.


 


We have established the last of the redemption criterion
discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price.
If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to
exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below
the $18.00 redemption trigger price (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations
and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.


 


Redemption of warrants when the price per Class A
ordinary share equals or exceeds $10.00.  Once the warrants become exercisable, we may redeem the outstanding
warrants:


 


		●	in whole and not in part;



		 	 



		●	at $0.10 per warrant upon a minimum of 30 days’
prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis
prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the
“fair market value” of our Class A ordinary shares (as defined below) except as otherwise described below;



		 	 



		●	if, and only if, the Reference Value (as defined above under
“Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per
public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described
under the heading “— Warrants — Public Warrants and Forward Purchase Warrants —Anti-dilution Adjustments”);
and



		 	 



		●	if the Reference Value is less than $18.00 per share (as
adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading
“— Warrants — Public Warrants and Forward Purchase Warrants — Anti-dilution Adjustments”), the private
placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described
above.



 


During the period beginning on the date the notice of
redemption is given, holders may elect to exercise their warrants on a cashless basis. The numbers in the table below represent the number
of Class A ordinary shares that a warrant holder will receive upon such cashless exercise in connection with a redemption by us pursuant
to this redemption feature, based on the “fair market value” of our Class A ordinary shares on the corresponding redemption
date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined for these
purposes based on volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date
on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date
precedes the expiration date of the warrants, each as set forth in the table below. We will provide our warrant holders with the final
fair market value no later than one business day after the 10-trading day period described above ends.


 


Pursuant to the warrant agreement, references above
to Class A ordinary shares shall include a security other than Class A ordinary shares into which the Class A ordinary shares have been
converted or exchanged for in the event we are not the surviving company in our initial business combination. The numbers in the table
below will not be adjusted when determining the number of Class A ordinary shares to be issued upon exercise of the warrants if we are
not the surviving entity following our initial business combination.


 






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The share prices set forth in the column headings of
the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or the exercise price
of the warrant is adjusted as set forth under the heading “— Anti-dilution Adjustments” below. If the number
of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal the share prices
immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the exercise price of the warrant after such
adjustment and the denominator of which is the price of the warrant immediately prior to such adjustment. In such an event, the number
of shares in the table below shall be adjusted by multiplying such share amounts by a fraction, the numerator of which is the number of
shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of shares
deliverable upon exercise of a warrant as so adjusted. If the exercise price of the warrant is adjusted as a result of raising capital
in connection with the initial business combination, the adjusted stock prices in the column headings will by multiplied by a fraction,
the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth under the heading “— Anti-dilution Adjustments”
and the denominator of which is $10.00.


 


	Redemption
    Date	 	Fair
    Market Value of Class A Ordinary Shares	 
	(period to expiration of warrants)	 	≤10.00
    	 	 	11.00
     	 	 	12.00
     	 	 	13.00
     	 	 	14.00
     	 	 	15.00
     	 	 	16.00
     	 	 	17.00
     	 	 	≥18.00	 
	60 months  	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months  	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months  	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months  	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months  	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months  	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months  	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months  	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months  	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months  	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months  	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months  	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months  	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months  	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months  	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months  	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months  	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months  	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months  	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months  	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months  	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 







 


The exact fair market value and redemption date may
not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date
is between two redemption dates in the table, the number of Class A ordinary shares to be issued for each warrant exercised will be determined
by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier
and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the volume weighted
average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption
is sent to the holders of the warrants is $11.00 per share, and at such time there are 57 months until the expiration of the warrants,
holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277 Class A ordinary shares for each
whole warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the volume
weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of
redemption is sent to the holders of the warrants is $13.50 per share, and at such time there are 38 months until the expiration
of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.298 Class A ordinary
shares for each whole warrant. In no event will the warrants be exercisable on a cashless basis in connection with this redemption
feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). Finally, as reflected in the table above, if
the warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in connection with a redemption by
us pursuant to this redemption feature, since they will not be exercisable for any Class A ordinary shares.


 






    8


     


    

 


This redemption feature differs from the typical
warrant redemption features used in many other blank check offerings, which typically only provide for a redemption of warrants for
cash (other than the private placement warrants) when the trading price for the Class A ordinary shares exceeds $18.00 per share for
a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants to be redeemed when
the Class A ordinary shares are trading at or above $10.00 per public share, which may be at a time when the trading price of our
Class A ordinary shares is below the exercise price of the warrants. We have established this redemption feature to provide us with
the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above under
“— Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00.” Holders
choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of
shares for their warrants based on an option pricing model with a fixed volatility input as of February 17, 2022. This redemption
right provides us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as
to our capital structure as the warrants would no longer be outstanding and would have been exercised or redeemed. We will be
required to pay the applicable redemption price to warrant holders if we choose to exercise this redemption right and it will allow
us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do so. As such, we would
redeem the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the warrants
and pay the redemption price to the warrant holders.


 


As stated above, we can redeem the warrants when the
Class A ordinary shares are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide
certainty with respect to our capital structure and cash position while providing warrant holders with the opportunity to exercise their
warrants on a cashless basis for the applicable number of shares. If we choose to redeem the warrants when the Class A ordinary shares
are trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer Class A
ordinary shares than they would have received if they had chosen to wait to exercise their warrants for Class A ordinary shares if and
when such Class A ordinary shares were trading at a price higher than the exercise price of $11.50.


 


No fractional Class A ordinary shares will be issued
upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest
whole number of the number of Class A ordinary shares to be issued to the holder. If, at the time of redemption, the warrants are exercisable
for a security other than the Class A ordinary shares pursuant to the warrant agreement (for instance, if we are not the surviving
company in our initial business combination), the warrants may be exercised for such security. At such time as the warrants become exercisable
for a security other than the Class A ordinary shares, the Company (or surviving company) will use its commercially reasonable efforts
to register under the Securities Act the security issuable upon the exercise of the warrants.


 


Redemption Procedures.  A
holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the
right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder)
of the Class A ordinary shares outstanding immediately after giving effect to such exercise.


 






    9


     


    

 


Anti-dilution Adjustments.  If
the number of outstanding Class A ordinary shares is increased by a dividend payable in Class A ordinary shares, or by a split-up of
Class A ordinary shares or other similar event, then, on the effective date of such share dividend, split-up or similar event,
the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the
outstanding ordinary shares. A rights offering to holders of ordinary shares entitling holders to purchase Class A ordinary shares
at a price less than the fair market value will be deemed a share dividend of a number of Class A ordinary shares equal to the product
of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities
sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) multiplied by (ii) one (1) minus
the quotient of (x) the price per Class A ordinary share paid in such rights offering divided by (y) the fair market value.
For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares,
in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such
rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted
average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior
to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way,
without the right to receive such rights.


 


In addition, if we, at any time while the
warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of
Class A ordinary shares on account of such Class A ordinary shares (or other shares of our share capital into which the
warrants are convertible), other than (a) as described above, (b) any cash dividends or cash distributions which, when
combined on a per share basis with all other cash dividends and cash distributions paid on the Class A ordinary shares during
the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to
appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the
exercise price or to the number of Class A ordinary shares issuable on exercise of each warrant) but only with respect to the
amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, (c) to satisfy the
redemption rights of the holders of Class A ordinary shares in connection with a proposed initial business combination,
(d) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a shareholder vote to
amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to
redeem 100% of our public shares if we do not complete our initial business combination by February 22, 2023 or (B) with respect to
any other provision relating to shareholders’ rights or pre-initial business combination activity, or (e) in
connection with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant
exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the
fair market value of any securities or other assets paid on each Class A ordinary share in respect of such event.


 


If the number of outstanding Class A ordinary shares
is decreased by a consolidation, combination, reverse share split or reclassification of Class A ordinary shares or other similar
event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number
of Class A ordinary shares issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding Class A
ordinary shares.


 


Whenever the number of Class A ordinary shares
purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying
the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of Class A
ordinary shares purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which
will be the number of Class A ordinary shares so purchasable immediately thereafter.


 


In addition, if (x) we issue additional Class A
ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination
at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price
to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or an affiliate of our sponsor,
without taking into account any founder shares held by our sponsor or an affiliate of our sponsor, as applicable, prior to such issuance)
(the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity
proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial
business combination (net of redemptions), and (z) the volume-weighted average trading price of our Class A ordinary shares
during the 20 trading day period starting on the trading day prior to the day on which we complete our initial business combination (such
price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent)
to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger
prices described adjacent to “Redemption of warrants when the price per ordinary share equals or exceeds $18.00” and “Redemption
of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be
equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.


 






    10


     


    

 


In case of any reclassification or reorganization of
the outstanding Class A ordinary shares (other than those described above or that solely affects the par value of such Class A
ordinary shares), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or
merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding
ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an
entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the
right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the Class A
ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount
of shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation,
or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised
their warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of Class A ordinary
shares in such a transaction is payable in the form of shares in the successor entity that is listed for trading on a national securities
exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following
such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure
of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes value
(as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders
of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the
warrants otherwise do not receive the full potential value of the warrants.


 


The warrants were issued in registered form under a
warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of the
warrant agreement, which is filed as an exhibit to the registration statement of which this exhibit is a part, for a complete description
of the terms and conditions applicable to the warrants. The warrant agreement provides that the terms of the warrants may be amended without
the consent of any holder for the purpose of (i) curing any ambiguity or to correct any mistake, including to conform the provisions of
the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in the prospectus relating to
the initial public offering, or defective provision or (ii) adding or changing any provisions with respect to matters or questions arising
under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely
affect the rights of the registered holders of the warrants, provided that the approval by the holders of at least 65% of the then-outstanding public
warrants is required to make any change that adversely affects the interests of the registered holders.


 


The warrants may be exercised upon surrender of the
warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side
of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis,
if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do
not have the rights or privileges of holders of ordinary shares and any voting rights until they exercise their warrants and receive ordinary
shares. After the issuance of Class A ordinary shares upon exercise of the warrants, each holder will be entitled to one vote for
each share held of record on all matters to be voted on by shareholders.


 


Warrants may be exercised only for a whole number of
Class A ordinary shares. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder
would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of Class
A ordinary shares to be issued to the warrant holder.


 


Private Placement Warrants


 


The private placement warrants (including the Class A
ordinary shares issuable upon exercise of the private placement warrants) are not transferable, assignable or saleable (except, among
other limited exceptions to our officers and directors and other persons or entities affiliated with sponsor) and they are not redeemable
by us so long as they are held by the sponsor or its permitted transferees. Otherwise, the private placement warrants have terms and provisions
that are identical to those of the warrants sold as part of the units in our initial public offering. If the private placement warrants
are held by holders other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable
by us and exercisable by the holders on the same basis as the warrants included in the units sold in our initial public offering.


 






    11


     


    

 


Except as described under “— Redemption
of warrants when the price per Class A ordinary share equals or exceeds $10.00,” if holders of the private placement warrants
elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number
of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary
shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”
(defined below) by (y) the fair market value. The “fair market value” shall mean the average last reported sale price
of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant
exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long
as they are held by our sponsor and permitted transferees is because it is not known at this time whether they will be affiliated with
us following a business combination. If our sponsor remains affiliated with us, its ability to sell our securities in the open market
will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific
periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our
securities if he or she is in possession of material non-public information. Accordingly, unlike public shareholders who could exercise
their warrants and sell the Class A ordinary shares received upon such exercise freely in the open market in order to recoup the
cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result, we believe that allowing
the holders to exercise such warrants on a cashless basis is appropriate.


 


In order to finance transaction costs in connection
with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may,
but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans may be convertible into warrants at a price
of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants.


 


Our sponsor has agreed, and any of its assignees or
transferees will agree, not to transfer, assign or sell any of the private placement warrants (including the Class A ordinary shares
issuable upon exercise of any of these warrants) until the date that is 30 days after the date we complete our initial business combination,
except that, under limited exceptions transfers may be made to our officers and directors and other persons or entities affiliated with
our sponsor.


 


Dividends


 


We have not paid any cash dividends on our Class A
ordinary shares to date and do not intend to pay cash dividends prior to the completion of an initial business combination. The payment
of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial conditions
subsequent to completion of an initial business combination. The payment of any cash dividends subsequent to an initial business combination
will be within the discretion of our board of directors at such time and we will only pay such dividend out of our profits or share premium
(subject to solvency requirements) as permitted under Cayman Islands law. In addition, our board of directors is not currently contemplating
and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to
declare dividends may be limited by restrictive covenants we may agree to in connection therewith.


 


Our Transfer Agent and Warrant Agent


 


The transfer agent for our ordinary shares and warrant
agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer &
Trust Company in its roles as transfer agent and warrant agent, and its agents and each of its shareholders, directors, officers and employees
against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any liability
due to any gross negligence or intentional misconduct of the indemnified person or entity.


 


Forward Purchase Agreement


 


In connection with the consummation of our initial public
offering, we entered into a forward purchase agreement with our sponsor, which provides for the purchase of $20,000,000 of units, which
at the option of the sponsor can be increased to up to $50,000,000, with each unit consisting of one Class A ordinary share and one-third of
one warrant to purchase one Class A ordinary share at $11.50 per share, for a purchase price of $10.00 per unit, in a private placement
to occur concurrently with the closing of our initial business combination. The purchase under the forward purchase agreement is required
to be made regardless of whether any Class A ordinary shares are redeemed by our public shareholders. The forward purchase securities
will be issued only in connection with the closing of the initial business combination. The proceeds from the sale of the forward purchase
securities may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our
initial business combination or for working capital in the post-transaction company.


 






    12


     


    

 


Amendments to our Amended and Restated Memorandum and Articles of Association


 


Our amended and restated memorandum and articles of
association contain provisions designed to provide certain rights and protections relating to our initial public offering that apply to
us until the completion of our initial business combination. These provisions cannot be amended without a special resolution under Cayman
Islands law. As a matter of Cayman Islands law, a resolution is deemed to be a special resolution where it has been approved by either
(i) the affirmative vote of at least two-thirds (or any higher threshold specified in a company’s articles of association)
of a company’s shareholders entitled to vote and so voting at a shareholder meeting for which notice specifying the intention to
propose the resolution as a special resolution has been given; or (ii) if so authorized by a company’s articles of association,
by a unanimous written resolution of all of the company’s shareholders. Other than as described above, our amended and restated
memorandum and articles of association provides that special resolutions must be approved either by at least two-thirds of our
shareholders who attend and vote at a shareholder meeting of the company (i.e., the lowest threshold permissible under Cayman Islands
law), or by a unanimous written resolution of all of our shareholders. Our sponsor and its permitted transferees, if any, who collectively
beneficially owned approximately 20% of our ordinary shares upon the closing of our initial public offering, will participate in any vote
to amend our amended and restated memorandum and articles of association and will have the discretion to vote in any manner they choose.


 


Our sponsor, officers and directors have agreed, each
pursuant to a written letter agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles
of association that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our
initial business combination by February 22, 2023, unless we provide our public shareholders with the opportunity to redeem their Class
A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the trust account (less any interest released to us for taxes, if any), divided by the number of then outstanding public shares.


 


Specifically, our amended and restated memorandum and
articles of association provides, among other things, that:


 


		●	if we are unable to consummate our initial business combination
by February 22, 2023 we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the trust account, including any amounts representing interest earned on the trust account
not previously released to us to pay our taxes, if any (less $100,000 which we may reserve for expenses of our liquidation or dissolution),
divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights
as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve,
subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the
requirements of other applicable law;



		 	 



		●	after the consummation of our initial public offering and
prior to our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive
funds from the trust account or (ii) vote on any initial business combination;



		 	 



		●	although we do not currently intend to enter into an initial
business combination with a target business that is affiliated with our sponsor, our directors or officers, we are not prohibited from
doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an
independent investment banking firm that is a member of FINRA or from an independent accounting firm that such an initial business combination
is fair to our shareholders from a financial point of view;



 






    13


     


    

 



		●	if a shareholder vote on our initial business combination
is not required by law or Nasdaq and we do not decide to hold a shareholder vote for business or other reasons, we shall offer to redeem
our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents
with the SEC prior to consummating our initial business combination which contain substantially the same financial and other information
about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;



		 	 



		●	we will not effectuate our initial business combination with
another blank check company or a similar company with nominal operations; and



		 	 



		●	our initial business combination must occur with one or more
target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding
the deferred underwriting commissions and taxes payable, if any, on the income accrued on the trust account) at the time of the agreement
to enter into the initial business combination.



 


In addition, our amended and restated memorandum and
articles of association provides that under no circumstances will we redeem our public shares in an amount that would cause our net tangible
assets to be less than $5,000,001 prior to or upon the consummation of our initial business combination. This notwithstanding, if the
effect of any proposed amendment, if adopted, would be either to (i) reduce the amount in the trust account available to redeeming
shareholders to less than $10.00 per share, or (ii) delay the date on which a public shareholder could otherwise redeem shares for
such per share amount in the trust account, we will provide a right for dissenting public shareholders to redeem public shares if such
an amendment is approved.


 


Our sponsor, officers and directors have agreed, each
pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles
of association that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our
initial business combination by February 22, 2023, unless we provide our public shareholders with the opportunity to redeem their Class
A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the trust account (less any interest previously released to us to pay taxes, if any, and less up to $100,000 in interest reserved
for expenses in connection with our dissolution), divided by the number of then outstanding public shares. These agreements are contained
in letter agreements that we entered into with our sponsor, officers and directors.


 


The Companies Law permits a company incorporated in
the Cayman Islands to amend its memorandum and articles of association with the approval of a special resolution being (i) the affirmative
vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or
represented by proxy at a general meeting of the company and entitled to vote on such matter or (ii) a unanimous written resolution of
the shareholders. A company’s articles of association may specify that the approval of a higher majority is required but, provided
the approval of the required majority is obtained, any Cayman Islands exempted company may amend its memorandum and articles of association
regardless of whether its memorandum and articles of association provides otherwise. Accordingly, although we could amend any of the provisions
relating to our proposed offering, structure and business plan which are contained in our amended and restated memorandum and articles
of association, we view all of these provisions as binding obligations to our shareholders and neither we, nor our officers or directors,
will take any action to amend or waive any of these provisions unless we provide dissenting public shareholders with the opportunity to
redeem their public shares.


 


Certain Anti-takeover Provisions of our Amended and Restated Memorandum
and Articles of Association


 


Our amended and restated memorandum and articles of
association provides that our board of directors will be classified into three classes of directors. As a result, in most circumstances,
a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual shareholder meetings.


 


Our authorized but unissued Class A ordinary shares
will be available for future issuances without shareholder approval and could be utilized for a variety of corporate purposes, including
future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved
Class A ordinary shares could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest,
tender offer, merger or otherwise.


 






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Securities Eligible for Future Sale


 


Following our initial public offering, we had 29,250,000
ordinary shares outstanding. Of these shares, the 23,000,000 Class A ordinary shares sold in our initial public offering are
freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of our affiliates
within the meaning of Rule 144 under the Securities Act. All of the 6,250,000 founder shares and 4,400,000 private placement warrants
are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering. Upon
the closing of the sale of the forward purchase shares and forward purchase warrants, all of the 2,000,000 forward purchase shares, 666,667
forward purchase warrants (which at the option of the sponsor can be increased to up to 5,000,000 forward purchase shares and 1,666,667
forward purchase warrants) and Class A ordinary shares underlying the forward purchase warrants will be restricted securities under Rule 144.
The founder shares are, and the private placement warrants and the forward purchase securities to be sold pursuant to the forward purchase
agreement will be, subject to transfer restrictions. These restricted securities are subject to registration rights.


 


Rule 144


 


Pursuant to Rule 144, a person who has beneficially
owned restricted ordinary shares or warrants for at least six months would be entitled to sell their securities provided that (i) such
person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we
are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required
reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we were required to file
reports) preceding the sale.


 


Persons who have beneficially owned restricted ordinary
shares or warrants for at least six months but who are our affiliates at the time of, or at any time during the three months preceding,
a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period
only a number of securities that does not exceed the greater of:


 


		●	1% of the total number of ordinary shares then outstanding,
which was equal to 292,500 shares following our initial public offering; or



		 	 



		●	the average weekly reported trading volume of the Class A
ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.



 


Sales by our affiliates under Rule 144 are also
limited by manner of sale provisions and notice requirements and to the availability of current public information about us.


 


Restrictions on the Use of Rule 144 by Shell Companies or Former
Shell Companies


 


Rule 144 is not available for the resale of securities
initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously
a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:


 


		●	the issuer of the securities that was formerly a shell company
has ceased to be a shell company;



		 	 



		●	the issuer of the securities is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act;



		 	 



		●	the issuer of the securities has filed all Exchange Act reports
and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required
to file such reports and materials), other than Current Reports on Form 8-K; and



		 	 



		●	at least one year has elapsed from the time that the issuer
filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.



 


As a result, our sponsor will be able to sell its founder
shares and private placement warrants, as applicable, pursuant to Rule 144 without registration one year after we have completed
our initial business combination.


 






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Registration Rights


 


The holders of the founder shares, private placement
warrants and warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon
the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans) are entitled
to registration rights pursuant to a registration rights agreement entered into on February 17, 2021, requiring us to register such securities
for resale. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that
we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration
statements filed subsequent to the completion of our initial business combination and rights to require us to register for resale such
securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that we will not permit
any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period,
which occurs (i) in the case of the founder shares, one year after the date of the completion of our initial business combination
or earlier if, subsequent to our initial business combination, the last reported sale price of our Class A ordinary shares equals
or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading
days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) we consummate
a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right
to exchange their ordinary shares for cash, securities or other property, and (ii) in the case of the private placement warrants
and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of our initial business combination.
We will bear the expenses incurred in connection with the filing of any such registration statements.


 


Pursuant to the forward purchase agreement, we have
agreed to use our commercially reasonable efforts (i) to file within 30 days after the closing of the initial business combination
a registration statement with the SEC for a secondary offering of the forward purchase shares and the forward purchase warrants (and underlying
Class A ordinary shares), (ii) to cause such registration statement to be declared effective promptly thereafter but in no event
later than sixty (60) days after the initial filing, (iii) to maintain the effectiveness of such registration statement until the
earliest of (A) the date on our sponsor or its assignees cease to hold the securities covered thereby and (B) the date all of
the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and
(iv) after such registration statement is declared effective, cause us to conduct firm commitment underwritten offerings, subject
to certain limitations. In addition, the forward purchase agreement provides for “piggy-back” registration rights to the holders
of forward purchase securities to include their securities in other registration statements filed by us.


 


 


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